Decree No. (8) of 2013 Establishing Emirates Literature Foundation

Decree No. (8) of 2013

Establishing the

Emirates Literature Foundation^{^[1]}

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We, Mohammed bin Rashid Al Maktoum, Ruler of Dubai,

After perusal of:

Law No. (6) of 2008 Establishing the Dubai Culture and Arts Authority;

Decree No. (2) of 1985 Establishing a corporation named “Emirates” (“Emirates Airlines”) and its amendments;

The Establishing Document and Articles of Association of the Emirates Literature Foundation dated 3 March 2013 Certified by the Dubai Courts Notary Public, attached hereto, and signed by the following Promoters;

1. Emirates Airlines;

2. Dubai Culture and Arts Authority; and

3. The Book Festival Foundation (Sole Establishment); and

The request of the Promoters to establish a public benefit foundation named the “Emirates Literature Foundation” and to incorporate it as a legal person pursuant to a Ruler’s decree,

Do hereby issue this Decree.

Definitions

Article (1)

The following words and expressions, wherever mentioned in this Decree, will have the meaning indicated opposite each of them unless the context implies otherwise:

State:	The United Arab Emirates.
Emirate:	The Emirate of Dubai.
Ruler:	His Highness the Ruler of Dubai.
Foundation:	The Emirates Literature Foundation.
Authority:	The Dubai Culture and Arts Authority.
Establishing Document:	The establishing document of the Foundation.
Articles of Association:	The articles of association of the Foundation.
Board of Trustees:	The board of trustees of the Foundation.
Festival:	The annual Emirates Airline Festival of Literature organised and supervised by the Foundation.
Promoters:	The pioneer partners who financed the Foundation, referred to in the Establishing Document, and who agreed to be Promoters by signing the Articles of Association. These are Emirates Airlines, the Dubai Culture and Arts Authority, and the Book Festival Foundation.

Establishing the Foundation

Article (2)

By virtue of this Decree, a public benefit foundation named the “Emirates Literature Foundation” will be established, and will have an independent legal personality and full legal capacity to act within its objectives. The Foundation may conclude contracts with third parties, and sue and be sued in its name, in accordance with this Decree, the Establishing Document, and the Articles of Association.

Head Office of the Foundation

Article (3)

The head office of the Foundation will be located in the Emirate, and the Foundation may establish branches and offices within and outside of the Emirate.

Objectives of the Foundation

Article (4)

The objective of the Foundation is to promote literature and to foster an environment which encourages authors through:

1. organising, managing, and supervising the Festival;

2. promoting literary output, particularly children’s literature in Arabic, English, and other languages;

3. attracting international and renowned authors to the Festival to present their literary works to the public;

4. encouraging reading outside of the classroom;

5. nurturing and providing an environment suitable for intellectual output and for local writers, poets and authors;

6. inviting selected writers from among UAE nationals and residents to attend other international festivals of literature;

7. liaising with the Authority and concerned entities to establish a “Writers’ Centre” which will act as a centre for year round activities of a literary nature; and

8. ensuring that the Festival is inclusive and accessible for all.

Share Capital of the Foundation

Article (5)

The share capital of the Foundation is eighteen million and seven hundred thousand

Dirhams (AED 18,700,000) which is paid up by the Promoters in the proportions set out in the Establishing Document. None of the Promoters will at any time be bound to increase the share capital set out above.

Financial Resources of the Foundation

Article (6)

The financial resources of the Foundation will comprise the capital paid up by the Promoters referred to in Article (5) of this Decree in addition to the investments of the Foundation, and the donations, grants, endowments, gifts, wills, and sponsorships, acceptable to the Board of Trustees.

Organisation and Management of the Foundation

Article (7)

The Foundation will be organised and managed in accordance with the provisions of this Decree, the Establishing Document, and the Articles of Association.

Board of Trustees of the Foundation

Article (8)

a. The Foundation will be managed and supervised by a Board of Trustees formed of at least five (5) persons, known for their qualifications and integrity, who will be appointed for an indefinite term.

b. The first Board of Trustees will be formed in accordance with the Establishing Document and will be comprised of the following persons:

1. H.H. Shaikh Ahmed bin Saeed Al Maktoum, Emirates Airlines (Promoter), as Chairman;

2. H.H. Sheikha Latifa bint Mohammed bin Rashid Al Maktoum, Dubai Culture and Arts Authority (Promoter), as Member;

3. Mrs. Isobel Abulhoul, Book Festival Foundation (Promoter), as Member;

4. Dr. Lowai Mohamed Belhoul, as Member;

5. Sir Maurice Flanagan, as Member;

6. Dr. Rafia Obaid Ghubash, as Member; and

7. Dr. Hessa Abdullah Lootah, as Member.

c. The Board of Trustees has the powers and duties stipulated in this Decree, the Establishing Document, and the Articles of Association.

Replacing the Board of Trustees

Article (9)

If the funds of the Foundation are used by the Board of Trustees for purposes other than achieving the objectives of the Foundation, or if the Board of Trustees makes decisions which conflict with this Decree, the Establishing Document or the Articles of Association, the Ruler may dismiss and replace the Board of Trustees.

Amending the Establishing Document and

Articles of Association

Article (10)

a. The Board of Trustees may amend the provisions of the Establishing Document and the Articles of Association save for those provisions relating to the name of the Foundation, its head office, its objectives, or share capital. Any such amendment will be done in accordance with the provisions set out in the Establishing Document and the Articles of Association, and will be submitted to the Authority.

b. The Promoters or whomever legally replaces them may not renege on establishing the Foundation, cancel the Establishing Document or the Articles of Association, and must use the funds of the Foundation only in accordance with the procedures stipulated in this Decree, the Establishing Document, and the Articles of Association.

Movable and Immovable Property

Article (11)

The Foundation may not exchange any or any part of the moveable and immoveable property allocated to the Foundation for any other moveable or immoveable property; and may not transfer any such property to third parties, unless such exchange or transfer will benefit the Foundation; and this may only be effected pursuant to a resolution passed by the majority of the Board of Trustees.

Coordinating with the Dubai Culture and Arts Authority

Article (12)

At the beginning of each financial year, the Foundation must submit to the Authority a list of the names of members of the Board of Trustees together with a copy of its annual report and its final accounts audited by a certified auditor.

Dissolving and Liquidating the Foundation

Article (13)

The Foundation will be dissolved and liquidated pursuant to a decree of the Ruler if it is not able to carry on its activities due to insufficient capital or absence of funding which ultimately prevents it from achieving its objectives. The Foundation may not be dissolved or liquidated for any other reason.

Disposing of the Property of the Foundation

Article (14)

Subject to the provisions of Article (13) of this Decree, the Authority will determine the manner in which the balance of the funds after liquidation of the Foundation will be disposed of, and will ensure that this does not conflict with the original objectives of the Foundation.

Commencement and Publication

Article (15)

This Decree comes into force on the day on which it is issued, and will be published in the Official Gazette.

Mohammed bin Rashid Al Maktoum

Ruler of Dubai

Issued in Dubai on 4 March 2013

Corresponding to 22 Rabi al-Thani 1434 A.H.

[1]Every effort has been made to produce an accurate and complete English version of this legislation. However, for the purpose of its interpretation and application, reference must be made to the original Arabic text. In case of conflict, the Arabic text will prevail.